iesy Repository GmbH - Irish Stock Exchange

SERVICE OF PROCESS AND ENFORCEMENT OF CIVIL LIABILITIES
We are incorporated under the laws of Germany. Most of our directors and executive officers live outside the United
States. Most of the assets of our directors and executive officers and our assets are located outside the United States. As a
result, although we have appointed an agent for service of process under the Indenture governing the Notes, it may be
difficult for you to serve process on those persons or us in the United States or to enforce judgments obtained in U.S. courts
against them or us based on civil liability provisions of the securities laws of the United States.
We have been advised by our German counsel that there is doubt as to the enforceability in Germany of civil liabilities
based on the state securities laws of the United States, either in an original action or in an action to enforce a judgment
obtained in U.S. courts. The United States and Germany currently do not have a treaty providing for the reciprocal
recognition and enforcement of judgments, other than arbitration awards, in civil and commercial matters. Consequently, a
final judgment for payment given by any court in the United States, whether or not predicated solely upon U.S. securities
laws, would not automatically be enforceable in Germany. A final judgment by a U.S. court, however, may be recognized
and enforced in Germany in an action before a court of competent jurisdiction in accordance with the proceedings set forth by
the German Code of Civil Procedure (Zivilprozessordnung). In such an action, a German court generally will not
reinvestigate the merits of the original matter decided by a U.S. court, except as noted below. The recognition and
enforcement of the U.S. judgment by a German court is conditional upon a number of factors, including the following:
• the judgment being final under U.S. law;
• the U.S. court having had jurisdiction over the original proceedings under German law;
• the defendant having had the chance to defend herself or himself against an unduly or untimely served complaint;
• the judgment of the U.S. court not being inconsistent with a judgment of a German court or a recognized judgment
of a foreign court handed down before the judgment of the U.S. court;
• the proceedings underlying the judgment of the U.S. court not being inconsistent with the proceedings of a matter
pending before a German court, provided that such matter was pending before a German court before the U.S.
court entered its judgment;
• the enforcement of the judgment by the U.S. court not being inconsistent with German public policy, including the
fundamental principles of German law, and in particular the civil liberties (Grundrechte) guaranteed by virtue of
the German Constitution (Grundgesetz); and
• generally, the guarantee of reciprocity.
Subject to the foregoing, purchasers of securities may be able to enforce judgments in civil and commercial matters
obtained from U.S. courts in Germany. We cannot, however, assure you that attempts to enforce judgments in Germany will
be successful.
German courts usually deny the recognition and enforcement of punitive damages. Moreover, a German court may
reduce the amount of damages granted by a U.S. court and recognize damages only to the extent that they are necessary to
compensate actual losses or damages.
German civil procedure differs substantially from U.S. civil procedure in a number of respects. Insofar as the
production of evidence is concerned, U.S. law and the laws of several other common law jurisdictions provide for a pre-trial
discovery, a process by which parties to the proceedings may compel the production of documents by adverse or third parties
and the deposition of witnesses prior to trial. Evidence obtained in this manner may be decisive in the outcome of any
proceeding. No such pre-trial discovery process exists under German law.
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